Sea View Hotel Limited, Singapore
Reverse Takeover Acquisition of Sea View Hotel
Sea View Hotel Limited was listed on the main board on
the Singapore Exchange (SGX). Following the sale of its
namesake hotel property in Katong, Sea View Hotel Limited
lost its core business operation. For more than a year,
its shares were suspended. By April 2005, the company was
at the risk of being delisted for failing to secure new
business operations. SGX granted an extension till 31 July
2005 to Sea View Hotel Limited to find a core business.
In April 2005, TSSA was appointed by Sea View Hotel Limited
as corporate advisors to assist in the search for potential
companies and/or businesses for acquisition as well as to
facilitate the acquisitions of the same. Any acquisition
of a substantial business would result in a change of control
or a reverse takeover (RTO) of the company.
Eventually in January 2006, Sea View Hotel Limited entered
into an agreement for the acquisition of a large property
development group in Myanmar at a purchase consideration
of approximately S$102 million. This was satisfied via new
shares in the enlarged group. This RTO was successfully
concluded in August 2006 and the new group has since been
relisted and has commenced trading under the name of "Yoma
Strategic Holdings Limited".
Large State-owned Group, China
Work on Large State-owned Group in China
In 2006, TSSA was appointed by a subsidiary of a leading
international beer and spirits producer to assist in conducting
a preliminary financial review and a detailed financial
due diligence of a large state-owned group in China. This
group has more than 50 subsidiaries in four major industries
– liquor, hotel, real estate and finance, amongst
Subsequently TSSA was involved in the discussions with
the city government and their financial advisors in relation
to the tender sale of the group by the city government.
The tender sale exercise involved the group with a valuation
of approximately RMB 1.2 billion (about S$240 million).
FORENSIC ACCOUNTING & FINANCIAL
Church in Singapore
Forensic Investigation Into Misappropriation of
In May 2003, TSSA was appointed as Forensic Accountants
by the solicitors acting for a Singapore church. TSSA assisted
in reviewing the church's financial position on the alleged
misappropriation of the church’s funds by its former
Investigations were conducted into accounts held by or
under the control of the priest, as well as his usage of
the church’s funds.
As reported in press reports, between 1994 and 2002, the
priest transferred the church’s funds into his personal
bank accounts and unit trusts and also allegedly used the
money for personal purchases, including that of an apartment.
According to subsequent publicly available information,
the priest was later subjected to prosecution by the Commercial
Affairs Department and found guilty of misappropriating
church funds amounting to S$5.1 million, originally intended
for the construction of an annex building on the church’s
premises. In April 2004, the priest was sentenced to 7.5
years of imprisonment.
INSOLVENCY & RESTRUCTURING:
Chew Eu Hock Construction Co. Pte Ltd, Singapore
Swee Sze Appointed Judicial Manager
Chew Eu Hock Construction Co. Private Limited is the main
operating subsidiary of its Singapore-listed parent company,
Chew Eu Hock Holdings Ltd.
In 2001, this Company and in turn, the listed group, suffered
substantial losses and severe cashflow problems with external
liabilities of more than S$69 million. To stabilise the
listed group, the Company was placed under judicial management
in November of the same year. Tay Swee Sze of TSSA was appointed
judicial manager to assist in the rehabilitation and restructuring
of the Company.
During the judicial management period, despite the lack
of external funding, the judicial manager managed and completed
successfully the construction of a LTA underpass in his
efforts to mitigate against potential liquidated damages.
In addition, the judicial manager also proposed a capital
reduction exercise and administered a scheme of arrangement
with the Company's creditors to settle the Company's liabilities
by the issuance of ordinary shares of Chew Eu Hock Holdings
Limited, concurrently with the issuance of new shares to
a new investor, a local property development conglomerate,
for injection of its assets.
The scheme was duly approved by the various stakeholders
and the Court, which resulted in a successful reverse take-over
by the new investor, Hiap Hoe Group. In January 2003, trading
of the listed company’s shares on the Singapore Exchange
resumed under the name of "Hiap Hoe Limited".